Samsara Insider Files Form 4: CFO Sells Shares, Transfers 47,503 to Family Trust
Rhea-AI Filing Summary
Dominic Phillips, Executive Vice President and Chief Financial Officer of Samsara Inc. (IOT), reported sales of Class A common stock on 09/15/2025 to cover tax withholding in connection with RSU settlements. He disposed of an aggregate 20,004 shares at a weighted-average price of $38.7766 and an aggregate 26,249 shares at a weighted-average price of $39.4387, with sale prices reported in ranges between $38.135–$39.12 and $39.145–$39.76. Following the transactions, Mr. Phillips directly held 683,425 and indirectly held 1,117,416 shares through the Phillips Family Trust; 47,503 shares were transferred to that trust. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Phillips on 09/17/2025.
Positive
- Transparent disclosure of weighted-average prices and price ranges for the share sales
- Routine tax-withholding sales tied to RSU settlements rather than discretionary trading
- Clear identification of indirect holdings via the Phillips Family Trust including the transfer of 47,503 shares
Negative
- Total dispositions of 46,253 shares reduced direct holdings
- Multiple sale price ranges require the reporting person to provide further breakdowns upon request, indicating partial aggregation
Insights
TL;DR: Insider sold shares to satisfy tax withholding on RSU vesting; remaining direct and indirect holdings remain sizable.
The reported sales are described as non-discretionary transactions to cover tax withholding obligations arising from RSU settlements, which is a common liquidity action for executives at vesting. Aggregate dispositions total 46,253 shares executed at weighted-average prices of $38.7766 and $39.4387, with execution price ranges provided. After the transactions and a transfer of 47,503 shares to the Phillips Family Trust, Mr. Phillips retains substantial economic exposure through 683,425 directly held Class A shares and 1,117,416 shares held indirectly. For investors, these are routine, non-strategic liquidity events rather than corporate action signals.
TL;DR: Transactions align with standard post-vesting tax-withholding practice; disclosure includes trust transfer detail.
The Form 4 discloses that shares were sold in multiple transactions to satisfy tax obligations from RSU settlements and provides price ranges and weighted-average prices, which supports transparency. The filing also documents the transfer of 47,503 shares to the Phillips Family Trust and identifies the trust as an indirect holder, clarifying potential shared control. The signature by an attorney-in-fact is properly noted. No indications of rule 10b5-1 plan usage are present in the filing text.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 20,004 | $38.7766 | $776K |
| Sale | Class A Common Stock | 26,249 | $39.4387 | $1.04M |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- These shares were disposed of in non-discretionary transactions to cover the Reporting Person's tax withholding obligations in connection with the settlement of awards of restricted stock units (RSUs). The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $38.135 to $39.12, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU. The number of shares held reflects the transfer, of 47,503 shares of Class A Common Stock from the Reporting Person to The Phillips Family Trust dated 5/9/2013, of which the Reporting Person and his spouse serve as trustees (the "Phillips Family Trust"). The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $39.145 to $39.76, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. Consists of shares held by the Phillips Family Trust.
